Management proposals |
1a
|
Elect Director M. Michele Burns
|
For
|
For
|
1b
|
Elect Director Drew G. Faust
|
For
|
For
|
1c
|
Elect Director Mark A. Flaherty
|
For
|
For
|
1d
|
Elect Director Ellen J. Kullman
|
For
|
For
|
1e
|
Elect Director Lakshmi N. Mittal
Vote rationale:
Board members should devote sufficient time to fulfil their responsibilities effectively. The chairperson is responsible for leading all aspects of the board’s work and should devote a significant amount of time to fulfil his or her responsibilities effectively. Board members should contribute to effective discussions and decision-making by attending all meetings.
Global Voting Guidelines
Time commitment of board members
|
For
|
Against
|
1f
|
Elect Director Adebayo O. Ogunlesi
|
For
|
For
|
1g
|
Elect Director Peter Oppenheimer
|
For
|
For
|
1h
|
Elect Director David M. Solomon
Vote rationale:
The board should exercise objective judgement on corporate affairs and be able to make decisions independently of management. The roles of chairperson and CEO should not be held by the same individual. Where a company founder combines both roles, we may support this for a limited period, provided the board has put in place measures to mitigate any conflicts of interest.
Global Voting Guidelines
Separation of chairperson and CEO
|
For
|
Against
|
1i
|
Elect Director Jan E. Tighe
|
For
|
For
|
1j
|
Elect Director Jessica R. Uhl
|
For
|
For
|
1k
|
Elect Director David A. Viniar
|
For
|
For
|
1l
|
Elect Director Mark O. Winkelman
|
For
|
For
|
2
|
Advisory Vote to Ratify Named Executive Officers' Compensation
|
For
|
For
|
3
|
Amend Omnibus Stock Plan
|
For
|
For
|
4
|
Ratify PricewaterhouseCoopers LLP as Auditors
|
For
|
For
|
Shareholder proposals |
5
|
Provide Right to Act by Written Consent
Vote rationale:
Shareholders should in certain circumstances have the opportunity to raise issues of material importance without having to wait for management to schedule a meeting. All proposals subject to shareholder approval should be presented as individual items, and the vote tally should be published.
Global Voting Guidelines
|
Against
|
For
|
6
|
Report on the Impacts of Using Mandatory Arbitration
Vote rationale:
The board should account for material sustainability risks facing the company, and the broader environmental and social consequences of its operations and products. Sustainability disclosures should be aligned with applicable global reporting standards and frameworks to support investors in their analysis of risks and opportunities. Where a company’s disclosure does not meet our needs as a financial investor, we will consider supporting a well-founded shareholder proposal calling for reasonable disclosure. We will not support a shareholder proposal that appears to impose a strategy or prescribe detailed methods, unrealistic timeframes or targets for implementation.
Global Voting Guidelines
Corporate sustainability reporting
|
Against
|
For
|
7
|
Amend Certificate of Incorporation to Become a Public Benefit Corporation
|
Against
|
Against
|
8
|
Report on Racial Equity Audit
|
Against
|
Against
|